Common use of Survey Matters Clause in Contracts

Survey Matters. Prior to execution of this Agreement, the ShoLodge Parties have arranged for the preparation of an ALTA survey with respect to each of the Properties (the "Surveys") by a licensed surveyor in the jurisdiction in which each such Property is located, which (i) contains an accurate legal description of the applicable Property, (ii) shows the exact location, dimension and description (including applicable recording information) of all utilities, easements, encroachments and other physical matters affecting such Property, the number of striped parking spaces located thereon and all applicable building set-back lines, (iii) states whether the applicable Property is located within a 100-year flood plain and (iv) includes a certification in the form set forth in Schedule C, or such other form as may be acceptable to the Purchaser, addressed to the Purchaser, the Title Company and any other persons requested by the Purchaser or designated by the ShoLodge Parties. Within ten (10) Business Days after receipt of the Surveys, the Purchaser shall give the ShoLodge Parties notice of any matters shown thereon (other than Permitted Encumbrances) which adversely affect any such Property in any material respect and as to which the Purchaser reasonably objects. If, for any reason, the ShoLodge Parties are unwilling or unable to take such actions as may be required to remedy the objectionable matters, the ShoLodge Parties shall give the Purchaser prompt notice thereof; it being understood and agreed that the failure of the ShoLodge Parties to give such notice within ten (10) Business Days after the Purchaser's notice of objection shall be deemed an election by the ShoLodge Parties to remedy such matters. If the ShoLodge Parties shall be unwilling or unable to remove any survey defect to which the Purchaser has reasonably objected, the Purchaser may elect (i) to terminate this Agreement with respect to the affected Property, in which event, the Purchase Price shall be reduced by the Allocable Purchase Price of the affected Properties and this Agreement shall terminate and be of no further force or effect with respect to the affected Properties or (ii) to consummate the transactions contemplated hereby, notwithstanding such defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser shall make any such election by written notice to the ShoLodge Parties given on or prior to the fifth Business Day after the ShoLodge Parties' notice of their inability to cure such defect and time shall be of the essence with respect to the giving of such notice. Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above and such matter shall be deemed a Permitted Encumbrance.

Survey Matters. Prior to execution of this Agreementthe date hereof, the ShoLodge Parties Sellers and the Purchaser shall have arranged for the preparation of an ALTA survey with respect to each of the Properties (collectively, the "Surveys") ), by a licensed surveyor in the jurisdiction in which each such Property is located, which (i) contains an accurate legal description of the applicable Property, (ii) shows the exact location, dimension and description (including applicable recording information) of all utilities, easements, encroachments and other physical matters affecting such Property, the number of striped parking spaces located thereon and all applicable building set-back lines, (iii) states whether the applicable Property is located within a 100-year flood plain and (iv) includes a certification in the form set forth in Schedule C, or such other form as may be acceptable to C for the Purchaser, addressed to benefit of the Purchaser, the Title Company and any other persons requested by the Purchaser or designated by the ShoLodge Partiesparties identified therein. Within ten fifteen (1015) Business Days after receipt of the Surveysa Survey with respect to any Property, the Purchaser shall give the ShoLodge Parties Sellers notice of any matters shown thereon (other than Permitted Encumbrances) which adversely affect any such Property in any material respect and as to which the Purchaser reasonably objects. If, for any reason, the ShoLodge Parties Sellers are unable or unwilling or unable to take such actions as may be required to remedy the objectionable matters, the ShoLodge Parties Sellers shall give the Purchaser prompt notice thereof; it being understood and agreed that the failure of the ShoLodge Parties Sellers to give such notice within ten fifteen (1015) Business Days after the Purchaser's notice of objection shall be deemed an election by the ShoLodge Parties Sellers not to remedy such matters. If the ShoLodge Parties Sellers shall be unable or unwilling or unable to remove any survey defect to which the Purchaser has reasonably objected, the Purchaser may elect (i) to terminate this Agreement with respect to the affected Property, in which event, the Purchase Price shall be reduced by the Allocable Purchase Price of the affected Properties and event this Agreement shall terminate and be of no further force or effect with respect to the affected Properties Property or (ii) to consummate the transactions contemplated hereby, notwithstanding such defect, without any abatement or reduction in the Allocable Purchase Price of the affected Property on account thereof. The Purchaser shall make any such election by written notice to the ShoLodge Parties Sellers given on or prior to the fifth Business Day after the ShoLodge PartiesSellers' notice of their inability or unwillingness to cure such defect and time shall be of the essence with respect to the giving of such notice. Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above and such matter shall be deemed a Permitted Encumbranceabove.

Survey Matters. Prior to Upon execution of this Agreement, the ShoLodge Candlewood Parties have arranged shall arrange for the preparation of an ALTA survey with respect to each of the Properties (the "Surveys") by a licensed surveyor in the jurisdiction in which each such Property is located, which (i) contains an accurate legal description of the applicable Property, (ii) shows the exact location, dimension and description (including applicable recording information) of all utilities, easements, encroachments and other physical matters affecting such Property, the number of striped parking spaces located thereon and all applicable building set-back lines, (iii) states whether the applicable Property is located within a 100-year flood plain and (iv) includes a certification in the form set forth in Schedule C, or such other form as may be acceptable to the Purchaser, addressed to the Purchaser, the Title Company and any other persons requested by the Purchaser or designated by the ShoLodge Candlewood Parties. Within ten (10) Business Days after receipt of the Surveys, the Purchaser shall give the ShoLodge Candlewood Parties notice of any matters shown thereon (other than Permitted Encumbrances) which adversely affect any such Property in any material respect and as to which the Purchaser reasonably objects. If, for any reason, the ShoLodge Candlewood Parties are unwilling or unable to take such actions as may be required to remedy the objectionable matters, the ShoLodge Candlewood Parties shall give the Purchaser prompt notice thereof; it being understood and agreed that the failure of the ShoLodge Candlewood Parties to give such notice within ten (10) Business Days after the Purchaser's notice of objection shall be deemed an election by the ShoLodge Candlewood Parties not to remedy such matters. If the ShoLodge Candlewood Parties shall be unwilling or unable to remove any survey defect to which the Purchaser has reasonably objected, the Purchaser may elect (i) to terminate this Agreement with respect to the affected Property, in which event, the Purchase Price shall be reduced by the Allocable Purchase Price of the affected Properties and this Agreement shall terminate and be of no further force or effect with respect to the affected Properties or (ii) to consummate the transactions contemplated hereby, notwithstanding such defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser shall make any such election by written notice to the ShoLodge Candlewood Parties given on or prior to the fifth Business Day after the ShoLodge Candlewood Parties' notice of their inability to cure such defect and time shall be of the essence with respect to the giving of such notice. Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above and such matter shall be deemed a Permitted Encumbrance.

Survey Matters. Prior to the execution of this Agreement, the ShoLodge Parties have SNH has arranged for the preparation of an ALTA survey with respect to each of the Properties (the "SurveysSURVEYS") ), by a licensed surveyor in the jurisdiction in which each such Property of the Properties is located, which (i) contains an accurate legal description of the applicable Propertydescription, (ii) shows the exact location, dimension and description (including applicable recording information) of all utilities, easements, encroachments and other physical matters affecting such Property, the number of striped parking spaces located thereon and all applicable building set-back lines, (iii) states whether the applicable Property is located within a 100-year flood plain and (iv) includes a certification in the a form set forth in Schedule C, or such other form as may be reasonably acceptable to the PurchaserSNH, addressed to the PurchaserSNH, the Title Company and any other persons requested by SNH. SNH will deliver a copy of each Survey promptly to CLJ. On or before September 30, 2001 (which date shall be extended for an additional period of fifteen days upon the Purchaser or designated by the ShoLodge Parties. Within ten (10) Business Days after receipt written request of the SurveysSNH, the Purchaser provided that SNH is proceeding in good faith), SNH shall give the ShoLodge Parties CLJ notice of any matters shown thereon on the Surveys (other than Permitted EncumbrancesLiens) which adversely affect any such Property of the Properties in any material respect and as to which the Purchaser SNH reasonably objects. If, for any reasonand CLJ shall, the ShoLodge Parties are unwilling or unable within ten Business Days of its receipt of such notice, notify SNH whether CLJ elects to take such actions action as may be required to cause such matter to be remedied. If CLJ elects to remedy the objectionable mattersmatter objected to by SNH, the ShoLodge Parties shall give the Purchaser prompt notice thereof; it being understood and agreed that the failure of the ShoLodge Parties to give such notice within ten (10) Business Days after the Purchaser's notice of objection shall be deemed an election by the ShoLodge Parties to remedy such matters. If the ShoLodge Parties shall be unwilling or unable to remove any survey defect to which the Purchaser has reasonably objected, the Purchaser may elect (i) to terminate this Agreement with respect to the affected Property, in which event, the Purchase Price shall be reduced by the Allocable Purchase Price of the affected Properties and this Agreement shall terminate and be of no further force or effect with respect to the affected Properties or (ii) to consummate the transactions contemplated hereby, notwithstanding such defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser shall make any such election by written notice to the ShoLodge Parties given on or prior to the fifth Business Day after the ShoLodge Parties' notice of their inability to cure such defect and time shall be of the essence with respect to the giving of such notice. Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above and such matter shall be deemed remedied at or prior to Closing. If CLJ elects not to remedy such matter, SNH shall, within five Business Days of its receipt of notice of CLJ's election not to remedy the matter, elect whether to terminate this Agreement. If SNH does not so terminate this Agreement, the objected to exception shall become a Permitted EncumbranceLien.

Survey Matters. Prior to execution Within ten (10) Business Days after the date of this -------------- Agreement, the ShoLodge Parties have arranged Seller shall arrange for the preparation of an ALTA survey with respect to each of the Properties (the "Surveys") ), by a licensed surveyor in the ------- jurisdiction in which each such Property is located, which (i) contains an accurate legal description of the applicable Property, (ii) shows the exact location, dimension and description (including applicable recording information) of all utilities, easements, encroachments and other physical matters affecting such Property, the number of striped parking spaces located thereon and all applicable building set-back lines, (iii) states whether the applicable Property is located within a 100-100- year flood plain and (iv) includes a certification substantially in the form set forth in Schedule C, or such other form as may be acceptable to the Purchaser, addressed to the Purchaser, ---------- the Title Company and any other persons requested by the Purchaser or designated by the ShoLodge PartiesPurchaser. Within ten (10) Business Days after receipt of the Surveys, the Purchaser shall give the ShoLodge Parties Seller written notice of any matters shown thereon (other than Permitted Encumbrances) which adversely affect any such Property in any material respect and as to which the Purchaser reasonably objects. If, for any reason, the ShoLodge Parties are Seller is unable or unwilling or unable to take such actions as may be required to remedy the objectionable matters, the ShoLodge Parties Seller shall give the Purchaser prompt notice thereof; it being understood and agreed that the failure of the ShoLodge Parties Seller to give such notice within ten (10) Business Days after the Purchaser's notice of objection shall be deemed an election by the ShoLodge Parties Seller to remedy such matters. If the ShoLodge Parties Seller shall be unable or unwilling or unable to remove any survey defect to which the Purchaser has reasonably objected, the Purchaser may elect (i) to terminate this Agreement with respect to the affected Property, in which event, the Purchase Price shall be reduced by the Allocable Purchase Price of the affected Properties and this Agreement shall terminate and be of no further force or effect with respect to the affected Properties or (ii) to consummate the transactions contemplated hereby, notwithstanding such defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser shall make any such election by written notice to the ShoLodge Parties Seller given on or prior to the fifth Business Day after the ShoLodge Parties' Seller's notice of their its inability or unwillingness to cure such defect and time shall be of the essence with respect to the giving of such notice. Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above and such matter shall be deemed a Permitted Encumbranceabove.

Survey Matters. Prior to the execution of this Agreement, the ShoLodge Candlewood Parties have arranged for the preparation of an ALTA survey with respect to each of the Properties (the "Surveys") by a licensed surveyor in the jurisdiction in which each such Property is located, which (i) contains an accurate legal description of the applicable Property, (ii) shows the exact location, dimension and description (including applicable recording information) of all utilities, easements, encroachments and other physical matters affecting such Property, the number of striped parking spaces located thereon and all applicable building set-back lines, (iii) states whether the applicable Property is located within a 100-year flood plain and (iv) includes a certification in the form set forth in Schedule CD, or such other form as may be acceptable to the Purchaser, addressed to the Purchaser, the Title Company and any other persons requested by the Purchaser or designated by the ShoLodge Candlewood Parties. Within ten (10) Business Days after receipt of the Surveys, the Purchaser shall give the ShoLodge Candlewood Parties notice of any matters shown thereon (other than Permitted Encumbrances) which adversely affect any such Property in any material respect and as to which the Purchaser reasonably objects. If, for any reason, the ShoLodge Candlewood Parties are unwilling or unable to take such actions as may be required to remedy the objectionable matters, the ShoLodge Candlewood Parties shall give the Purchaser prompt notice thereof; it being understood and agreed that the failure of the ShoLodge Candlewood Parties to give such notice within ten (10) Business Days after the Purchaser's notice of objection shall be deemed an election by the ShoLodge Candlewood Parties not to remedy such matters. If the ShoLodge Candlewood Parties shall be unwilling or unable to remove any survey defect to which the Purchaser has reasonably objected, the Purchaser may elect (i) to terminate this Agreement with respect to the affected Property, in which event, event the Purchase Price shall be reduced by the Allocable Purchase Price of the affected Properties and this Agreement shall terminate and be of no further force or effect with respect to the affected Properties or (ii) to consummate the transactions contemplated hereby, hereby notwithstanding such defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser shall make any such election by written notice to the ShoLodge Candlewood Parties given on or prior to the fifth (5th) Business Day after the ShoLodge Candlewood Parties' notice of their inability to cure such defect and time shall be of the essence with respect to the giving of such notice. Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above and such matter shall be deemed a Permitted Encumbrance.

Survey Matters. Prior to execution of this Agreement, the ShoLodge Parties have arranged for the preparation of an ALTA survey with respect to each of the Properties (the "SurveysSURVEYS") by a licensed surveyor in the jurisdiction in which each such Property is located, which (i) contains an accurate legal description of the applicable Property, (ii) shows the exact location, dimension and description (including applicable recording information) of all utilities, easements, encroachments and other physical matters affecting such Property, the number of striped parking spaces located thereon and all applicable building set-back lines, (iii) states whether the applicable Property is located within a 100-year flood plain and (iv) includes a certification in the form set forth in Schedule SCHEDULE C, or such other form as may be acceptable to the Purchaser, addressed to the Purchaser, the Title Company and any other persons requested by the Purchaser or designated by the ShoLodge Parties. Within ten (10) Business Days after receipt of the Surveys, the Purchaser shall give the ShoLodge Parties notice of any matters shown thereon (other than Permitted Encumbrances) which adversely affect any such Property in any material respect and as to which the Purchaser reasonably objects. If, for any reason, the ShoLodge Parties are unwilling or unable to take such actions as may be required to remedy the objectionable matters, the ShoLodge Parties shall give the Purchaser prompt notice thereof; it being understood and agreed that the failure of the ShoLodge Parties to give such notice within ten (10) Business Days after the Purchaser's notice of objection shall be deemed an election by the ShoLodge Parties to remedy such matters. If the ShoLodge Parties shall be unwilling or unable to remove any survey defect to which the Purchaser has reasonably objected, the Purchaser may elect (i) to terminate this Agreement with respect to the affected Property, in which event, the Purchase Price shall be reduced by the Allocable Purchase Price of the affected Properties and this Agreement shall terminate and be of no further force or effect with respect to the affected Properties or (ii) to consummate the transactions contemplated hereby, notwithstanding such defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser shall make any such election by written notice to the ShoLodge Parties given on or prior to the fifth Business Day after the ShoLodge Parties' notice of their inability to cure such defect and time shall be of the essence with respect to the giving of such notice. Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above and such matter shall be deemed a Permitted Encumbrance.

Survey Matters. Prior to Upon execution of this Agreement, the ShoLodge Candlewood Parties have arranged shall arrange for the preparation of an ALTA survey with respect to each of the Properties (the "Surveys") by a licensed surveyor in the jurisdiction in which each such Property is located, which (i) contains an accurate legal description of the applicable Property, (ii) shows the exact location, dimension and description (including applicable recording information) of all utilities, easements, encroachments and other physical matters affecting such Property, the number of striped parking spaces located thereon and all applicable building set-back lines, (iii) states whether the applicable Property is located within a 100-year flood plain and (iv) includes a certification in the form set forth in Schedule C, or such other form as may be acceptable to the 6 11 Purchaser, addressed to the Purchaser, the Title Company and any other persons requested by the Purchaser or designated by the ShoLodge Candlewood Parties. Within ten (10) Business Days after receipt of the Surveys, the Purchaser shall give the ShoLodge Candlewood Parties notice of any matters shown thereon (other than Permitted Encumbrances) which adversely affect any such Property in any material respect and as to which the Purchaser reasonably objects. If, for any reason, the ShoLodge Candlewood Parties are unwilling or unable to take such actions as may be required to remedy the objectionable matters, the ShoLodge Candlewood Parties shall give the Purchaser prompt notice thereof; it being understood and agreed that the failure of the ShoLodge Candlewood Parties to give such notice within ten (10) Business Days after the Purchaser's notice of objection shall be deemed an election by the ShoLodge Candlewood Parties not to remedy such matters. If the ShoLodge Candlewood Parties shall be unwilling or unable to remove any survey defect to which the Purchaser has reasonably objected, the Purchaser may elect (i) to terminate this Agreement with respect to the affected Property, in which event, the Purchase Price shall be reduced by the Allocable Purchase Price of the affected Properties and this Agreement shall terminate and be of no further force or effect with respect to the affected Properties or (ii) to consummate the transactions contemplated hereby, notwithstanding such defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser shall make any such election by written notice to the ShoLodge Candlewood Parties given on or prior to the fifth Business Day after the ShoLodge Candlewood Parties' notice of their inability to cure such defect and time shall be of the essence with respect to the giving of such notice. Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above and such matter shall be deemed a Permitted Encumbrance.

Survey Matters. Prior to Upon execution of this Agreement, the ShoLodge Candlewood Parties have arranged shall arrange for the preparation of an ALTA survey with respect to each of the Properties (the "Surveys") by a licensed surveyor in the jurisdiction in which each such Property is located, which (i) contains an accurate legal description of the applicable Property, (ii) shows the exact location, dimension and description (including applicable recording information) of all utilities, easements, encroachments and other physical matters affecting such Property, the number of striped parking spaces located thereon and all applicable building set-back lines, (iii) states whether the applicable Property is located within a 100-year flood plain and (iv) includes a certification in the form set forth in Schedule C, or such other form as may be acceptable to the Purchaser, addressed to the Purchaser, the Title Company and any other persons requested by the Purchaser or designated by the ShoLodge Candlewood Parties. 11 Within ten (10) Business Days after receipt of the Surveys, the Purchaser shall give the ShoLodge Candlewood Parties notice of any matters shown thereon (other than Permitted Encumbrances) which adversely affect any such Property in any material respect and as to which the Purchaser reasonably objects. If, for any reason, the ShoLodge Candlewood Parties are unwilling or unable to take such actions as may be required to remedy the objectionable matters, the ShoLodge Candlewood Parties shall give the Purchaser prompt notice thereof; it being understood and agreed that the failure of the ShoLodge Candlewood Parties to give such notice within ten (10) Business Days after the Purchaser's notice of objection shall be deemed an election by the ShoLodge Candlewood Parties not to remedy such matters. If the ShoLodge Candlewood Parties shall be unwilling or unable to remove any survey defect to which the Purchaser has reasonably objected, the Purchaser may elect (i) to terminate this Agreement with respect to the affected Property, in which event, the Purchase Price shall be reduced by the Allocable Purchase Price of the affected Properties and this Agreement shall terminate and be of no further force or effect with respect to the affected Properties or (ii) to consummate the transactions contemplated hereby, notwithstanding such defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser shall make any such election by written notice to the ShoLodge Candlewood Parties given on or prior to the fifth Business Day after the ShoLodge Candlewood Parties' notice of their inability to cure such defect and time shall be of the essence with respect to the giving of such notice. Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above and such matter shall be deemed a Permitted Encumbrance.

Survey Matters. Prior to execution of this Agreement, the ShoLodge HSD Parties -------------- have arranged for the preparation of an ALTA survey with respect to each of the Properties (collectively, the "Surveys") by a licensed surveyor in the ------- jurisdiction in which each such Property is located, which (i) contains an accurate legal description of the applicable Property, (ii) shows the exact location, dimension and description (including applicable recording information) of all utilities, easements, encroachments and other physical matters affecting such Property, the number of striped parking spaces located thereon and all applicable building set-back lines, (iii) states whether the applicable Property is located within a 100-year flood plain and (iv) includes a certification in the form set forth in Schedule CD, or such other form as may be acceptable to the Purchaser---------- Company, addressed to the PurchaserCompany, the Title Company and any other persons requested by the Purchaser Company or designated by the ShoLodge HSD Parties. Within ten (10) Business Days after receipt Prior to the expiration of the SurveysReview Period, the Purchaser Company shall give the ShoLodge HSD Parties notice of any matters shown thereon (other than Permitted Encumbrances) which adversely affect any such Property in any material respect and as to which the Purchaser Company reasonably objects. If, for any reason, the ShoLodge HSD Parties are unwilling or unable to take such actions as may be required to remedy the objectionable matters, the ShoLodge HSD Parties shall give the Purchaser Company prompt notice thereof; it being understood and agreed that the failure of the ShoLodge HSD Parties to give such notice within ten (10) Business Days after the PurchaserCompany's notice of objection shall be deemed an election by the ShoLodge HSD Parties not to remedy such matters. If the ShoLodge HSD Parties shall be unwilling or unable to remove any survey defect to which the Purchaser Company has reasonably objected, the Purchaser Company may elect (i) to terminate this Agreement with respect to the affected designate such Property an Excluded Property, in which event, the Purchase Price shall be reduced by the Allocable Purchase Price of the affected Properties and this Agreement shall terminate and be of no further force or effect with respect to the affected Properties Property or (ii) to consummate the transactions contemplated hereby, notwithstanding such defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser Company shall make any such election by written notice to the ShoLodge HSD Parties given on or prior to the fifth Business Day after the ShoLodge HSD Parties' notice of their inability to cure such defect and time shall be of the essence with respect to the giving of such notice. Failure of the Purchaser Company to give such notice shall be deemed an election by the Purchaser Company to proceed in accordance with clause (ii) above and such matter shall be deemed a Permitted Encumbrance.

Survey Matters. Prior to execution of this Agreementthe date hereof, the ShoLodge Parties Sellers and the Purchaser have arranged for the preparation of an as-built ALTA survey with respect to each of the Properties (collectively, the "Surveys") ), by a licensed surveyor in the jurisdiction in which each such Property is located, which (i) contains an accurate legal description of the applicable Property, (ii) shows the exact location, dimension and description (including applicable recording information) of all utilities, easements, encroachments and other physical matters affecting such Property, the number of striped parking spaces located thereon and all applicable building set-back lines, (iii) states whether the applicable Property is located within a 100-100- year flood plain and (iv) includes a certification in the form set forth in Schedule C, or such other form as may be acceptable to C for the Purchaser, addressed to benefit of the Purchaser, the Title Company and any other persons requested by the Purchaser or designated by the ShoLodge Partiesparties identified therein. Within ten fifteen (1015) Business Days after receipt of the Surveysa Survey with respect to any Property, the Purchaser shall give the ShoLodge Parties Sellers notice of any matters shown thereon (other than Permitted Encumbrances) which adversely affect any such Property in any material respect and as to which the Purchaser reasonably objects. If, for any reason, the ShoLodge Parties Sellers are unable or unwilling or unable to take such actions as may be required to remedy the objectionable matters, the ShoLodge Parties Sellers shall give the Purchaser prompt notice thereof; it being understood and agreed that the failure of the ShoLodge Parties Sellers to give such notice within ten fifteen (1015) Business Days after the Purchaser's notice of objection shall be deemed an election by the ShoLodge Parties Sellers not to remedy such matters. If the ShoLodge Parties Sellers shall be unable or unwilling or unable to remove any survey defect to which the Purchaser has reasonably objected, the Purchaser may elect (i) to terminate this Agreement with respect to the affected Property, in which event, the Purchase Price shall be reduced by the Allocable Purchase Price of the affected Properties and event this Agreement shall terminate and be of no further force or effect with respect to the affected Properties Property or (ii) to consummate the transactions contemplated hereby, notwithstanding such defect, without any abatement or reduction in the Allocable Purchase Price of the affected Property on account thereof. The Purchaser shall make any such election by written notice to the ShoLodge Parties Sellers given on or prior to the fifth Business Day after the ShoLodge PartiesSellers' notice of their inability or unwillingness to cure such defect and time shall be of the essence with respect to the giving of such notice. Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above and such matter shall be deemed a Permitted Encumbranceabove.

Survey Matters. Prior to execution the date of this Agreement, the ShoLodge Parties have Seller has -------------- arranged for the preparation of an ALTA survey with respect to each of the Properties (the "Surveys") ), by a licensed surveyor in the jurisdiction in which ------- each such Property is located, which (i) contains an accurate legal description of the applicable Property, (ii) shows the exact location, dimension and description (including applicable recording information) of all utilities, easements, encroachments and other physical matters affecting such Property, the number of striped parking spaces located thereon and all applicable building set-back lines, (iii) states whether the applicable Property is located within a 100-year flood plain and (iv) includes a certification in the form set forth in Schedule C, or such other form as may be acceptable to the Purchaser, addressed to the Purchaser, the Title Company and any other ---------- persons requested by the Purchaser or designated by the ShoLodge PartiesSeller. Within ten (10) Business Days after receipt of the SurveysSurveys (the Purchaser agreeing, however, to respond as promptly as reasonably possible), the Purchaser shall give the ShoLodge Parties Seller notice of any matters shown thereon (other than Permitted Encumbrances) which adversely affect any such Property in any material respect and as to which the Purchaser reasonably objects. If, for any reason, the ShoLodge Parties are unwilling or Seller is unable to take such actions as may be required to remedy the objectionable matters, the ShoLodge Parties Seller shall give the Purchaser prompt notice thereof; it being understood and agreed that the failure of the ShoLodge Parties Seller to give such notice within ten (10) Business Days after the Purchaser's notice of objection shall be deemed an election by the ShoLodge Parties Seller to remedy such matters. If the ShoLodge Parties Seller shall be unwilling or unable to remove any survey defect to which the Purchaser has reasonably objected, the Purchaser may elect (i) to terminate this Agreement with respect to the affected Property, in which event, the Purchase Price shall be reduced by the Allocable Purchase Price of the affected Properties and this Agreement shall terminate and be of no further force or effect with respect to the affected Properties or (ii) to consummate the transactions contemplated hereby, notwithstanding such defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser shall make any such election by written notice to the ShoLodge Parties Seller given on or prior to the fifth Business Day after the ShoLodge Parties' Seller's notice of their its inability to cure such defect and time shall be of the essence with respect to the giving of such notice. Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above above. If the Purchaser shall elect to terminate this Agreement with respect to an aggregate of more than three (3) of the Properties pursuant to this Section 2.5, Section 2.3 and such matter shall be deemed a Permitted Encumbrance.Section 2.4, either ----------- ----------- ----------- the Purchaser or the Seller may elect to proceed in accordance with Section ------- 2.3(c). ------

Survey Matters. Prior to the execution of this Agreement, the ShoLodge Candlewood Parties have arranged for the preparation of an ALTA survey with respect to each of the Properties (the "Surveys") by a licensed surveyor in the jurisdiction in which each such Property is located, which (i) contains an accurate legal description of the applicable Property, (ii) shows the exact location, dimension and description (including applicable recording information) of all utilities, easements, encroachments and other physical matters affecting such Property, the number of striped parking spaces located thereon and all applicable building set-back lines, (iii) states whether the applicable Property is located within a 100-year flood plain and (iv) includes a certification in the form set forth in Schedule C, or such other form as may be acceptable to the Purchaser, addressed to the Purchaser, the Title Company and any other persons requested by the Purchaser or designated by the ShoLodge Candlewood Parties. Within ten (10) Business Days after receipt of the Surveys, the Purchaser shall give the ShoLodge Candlewood Parties notice of any matters shown thereon (other than Permitted Encumbrances) which adversely affect any such Property in any material respect and as to which the Purchaser reasonably objects. If, for any reason, the ShoLodge Candlewood Parties are unwilling or unable to take such actions as may be required to remedy the objectionable matters, the ShoLodge Candlewood Parties shall give the Purchaser prompt notice thereof; it being understood and agreed that the failure of the ShoLodge Candlewood Parties to give such notice within ten (10) Business Days after the Purchaser's notice of objection shall be deemed an election by the ShoLodge Candlewood Parties not to remedy such matters. If the ShoLodge Candlewood Parties shall be unwilling or unable to remove any survey defect to which the Purchaser has reasonably objected, the Purchaser may elect (i) to terminate this Agreement with respect to the affected Property, in which event, the Purchase Price shall be reduced by the Allocable Purchase Price of the affected Properties and this Agreement shall terminate and be of no further force or effect with respect to the affected Properties or (ii) to consummate the transactions contemplated hereby, notwithstanding such defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser shall make any such election by written notice to the ShoLodge Candlewood Parties given on or prior to the fifth Business Day after the ShoLodge Candlewood Parties' notice of their inability to cure such defect and time shall be of the essence with respect to the giving of such notice. Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above and such matter shall be deemed a Permitted Encumbrance.